Common use of Yield Protection Clause in Contracts

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender, any applicable Lending Installation or any Issuer with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or Lender, any applicable Lending Installation or any Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans or other amounts due it hereunderLetters of Credit or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining loans (its Eurodollar Loans or letters of credit issuing or participations therein) participating in Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuer in connection with loans (its Eurodollar Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of loans (Eurodollar Loans or letters Letters of credit or participations therein) Credit held or interest received by it, by an amount deemed material by such Lender or such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or such Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days of demand by such LenderLender or such Issuer, the Borrower shall pay such Lender that portion of or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Loans Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (its Commitment, Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Commitment, Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Commitment.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Law: (iA) subjects the Administrative Agent, any Lender or Lender, any applicable Lending Installation or any Issuing Bank to any tax, levy, impost, deduction, fee, assessment, duty, charge or withholding on withholding, and any interest, penalties or from payments due from the Borrower liabilities with respect thereto, (excluding federal taxation (1) Taxes, which are governed by Section 2.14(E), (2) amounts included in clauses (b) through (d) of the overall net income definition of Excluded Taxes, (3) Connection Income Taxes and (4) any other taxes for which such Lender or applicable Lending Installationhas been reimbursed by such Borrower), or changes the basis on its loans, loan principal, letters of taxation of payments to any Lender in respect of its Loans credit, commitments, or other amounts due it hereunderobligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining loans (its Revolving Loan Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of loans (its Revolving Loan Commitment, Loans or letters of credit or participations therein) the L/C Interests held or interest received by itit or by reference to the Letters of Credit; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, by an renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount deemed material by such Lenderreceived under this Agreement, then, within 15 fifteen (15) days after receipt by the Administrative Agent or the applicable Borrower of written demand by such LenderLender or Issuing Bank pursuant to Section 4.5, the applicable Borrower shall pay the Administrative Agent or such Lender or Issuing Bank that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender or Issuing Bank determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or and its Revolving Loan Commitment; provided, however, that such Borrower shall not be required to pay any participations thereinadditional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor.

Yield Protection. If the adoption(a) If, on or after the Agreement Amendment and Restatement Effective Date, the adoption of any law applicable law, rule or regulation, or any governmental change therein, or quasi-governmental ruleany change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) or L/C Issuer with any request or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance ) of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Governmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) or L/C Issuer to any taxTaxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), dutywith respect to its Term Benchmark Loans, charge its Revolving Notes, its Letter(s) of Credit, or withholding on its participation in any thereof, any Reimbursement Obligations owed to it or from payments due from the Borrower (excluding federal taxation its obligation to make Term Benchmark Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other liabilities or capital attributable to any of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, foregoing; or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or L/C Issuer or shall impose on any applicable Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or L/C Issuer or on the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes interbank market any other condition affecting its Term Benchmark Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Term Benchmark Loans, or to issue a Letter of Credit, or to participate therein; and the result of which any of the foregoing is to increase the cost to any such Lender (or any applicable its Lending Installation Office) or L/C Issuer of making, funding making or maintaining loans (any Term Benchmark Loan, issuing or letters maintaining a Letter of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Credit, or requires any Lender participating therein, or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of loans any sum received or receivable by such Lender (or letters of credit its Lending Office) or participations therein) held L/C Issuer under this Agreement or interest received by itunder any other Loan Document with respect thereto, by an amount deemed material by such LenderLender or L/C Issuer to be material, then, within 15 30 days of after written demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (b) If, after the Amendment and Restatement Effective Date, any Lender, L/C Issuer or the Borrower Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that portion the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased expense incurred costs or reduction reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in an amount received which each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrowers under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrowers (i) if such Lender determines or L/C Issuer has delivered to Lead Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is attributable generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinthis Section 8.4 shall operate as a waiver thereof.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance Issuing Bank with any request or directive (whether or not having the force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its Loans LIBOR Loans, Facility Letters of Credit or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LIBOR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining loans (its LIBOR Loans, or letters of credit issuing or participations therein) participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with loans (or letters its LIBOR Loans, Facility Letters of credit Credit or participations therein), or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of loans (or letters LIBOR Loans, Facility Letters of credit Credit or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days of after demand by such LenderLender or the Issuing Bank, as the case may be, the Borrower shall pay such Lender that portion of or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender, any applicable Lending Installation or the compliance Issuer with any request or directive (whether or not having the force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or Lender, any applicable Lending Installation or the Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans or other amounts due it hereunderLetters of Credit or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuer of making, funding or maintaining loans (its Eurodollar Loans or letters of credit issuing or participations therein) participating in Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the Issuer in connection with loans (its Eurodollar Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or Lender, any applicable Lending Installation or the Issuer to make any payment calculated by reference to the amount of loans (Eurodollar Loans or letters Letters of credit or participations therein) Credit held or interest received by it, by an amount deemed material by such Lender or the Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or the Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or the Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days of demand by such LenderLender or the Issuer, the Borrower shall pay such Lender that portion of or the Issuer such additional amount or amounts as will compensate such Lender or the Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by the compliance Issuer, any other Lender or any applicable Lending Installation with any request or directive (whether or not having the force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects the Issuer, any other Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to the Issuer in respect of Letters of Credit or to any Lender in respect of its Eurodollar Loans or other amounts due it hereunderits participations in Letters of Credit, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Issuer, any other Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to the Issuer, any other Lender or any applicable Lending Installation of issuing or participating in Letters of Credit or making, funding or maintaining loans (or letters of credit or participations therein) its Eurodollar Loans or reduces any amount receivable by the Issuer, any other Lender or any applicable Lending Installation in connection with loans (Letters of Credit or letters of credit or participations therein)its Eurodollar Loans, or requires the Issuer, any other Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Letters of Credit issued by it, the amount of its participations in Letters of Credit or letters the amount of credit or participations therein) Eurodollar Loans held or interest received by it, in each case by an amount deemed material by the Issuer or such other Lender, and the result of any of the foregoing is to increase the cost to the Issuer, such other Lender or such applicable Lending Installation of issuing or participating in Letters of Credit or making or maintaining its Eurodollar Loans or Commitment or to reduce the return received by the Issuer, such other Lender or such applicable Lending Installation in connection with such issuing or participating in Letters of Credit or its Eurodollar Loans or Commitment, then, within 15 days of demand by the Issuer or such other Lender, the applicable Borrower (or, if any of the foregoing is not attributable or allocable to a particular Borrower, PHI) shall pay the Issuer or such other Lender such additional amount or amounts as will compensate the Issuer or such Lender that portion of for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or change which occurs after the date of this Agreement Datein the interpretation or administration thereof by any governmental or quasi-governmental authority, in central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, any applicable Lending Installation or any Issuer with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes central bank or comparable agency imposed after the date of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Agreement: (i) subjects any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Eurodollar Loan made by it, or changes change the basis of taxation of payments to any such Lender in respect of its Loans thereof (except for Indemnified Taxes or other amounts due it hereunderOther Taxes covered by Section 3.5 and the imposition of, or any change in the rate of, any Excluded Tax), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining loans (its Eurodollar Loans or letters of credit issuing or participations therein) participating in Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuer in connection with loans (its Eurodollar Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of loans (Eurodollar Loans or letters Letters of credit or participations therein) Credit held or interest received by it, by an amount deemed material by such Lender or such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or such Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days fifteen (15) Business Days of written demand by such LenderLender or such Issuer, the Borrower shall pay such Lender that portion of or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower Taxes (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationincluding UK Tax), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining loans (its Eurocurrency Loans, or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurocurrency Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurocurrency Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment, Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the Closing Date and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the Closing Date), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) to the extent not otherwise covered pursuant to the provisions of SECTION 2.12(E), subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation excluding, in the case of each Lender and the Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's or Agent's, as the case may be, income by the United States of America or any Governmental Authority of the overall net income jurisdiction under the laws of any which such Lender or applicable Lending InstallationAgent, as the case may be, is organized ), or changes the basis of taxation of payments to any Lender in respect of its Loans Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Commitment.

Yield Protection. If the adoptionIf, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes date of this Article IIIAgreement, shall be deemed to include each Issuer any Change in such capacity) therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any taximposes, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Term SOFR) or any applicable Lending Installation Issuing Lender; (ii) subjects any Lender or Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by Section 3.05 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposes on any Lender or any Issuing Lender any other condition condition, cost or expense affecting this Agreement or SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of which is any of the foregoing shall be to increase the cost to any such Lender or any applicable Lending Installation of making, funding continuing, converting to or maintaining loans any SOFR Loans (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or letters of credit maintaining its obligation to participate in or participations therein) or reduces to issue any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters Letter of credit or participations thereinCredit), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of loans (any sum received or letters of credit or participations therein) held or interest received by it, by an amount deemed material receivable by such LenderLender or Issuing Lender hereunder (whether of principal, interest or any other amount) then, within 15 days upon request of demand by such Lender or Issuing Lender, the Borrower shall pay to such Lender that portion of or Issuing Lender, as the case may be, such increased expense additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such additional costs incurred or reduction in an amount received which suffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 3.01 unless such Lender determines or Issuing Lender is attributable generally seeking compensation from other borrowers that are similarly situated to makingand of similar creditworthiness with respect to its similarly affected commitments, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any loans and/or participations thereinunder agreements with such borrowers having provisions similar to this Section 3.01.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Loans Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Commitment, Loans, L/C Interests, Loans or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (its Commitment, Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Commitment, Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Commitment.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender therewith (which termany of the foregoing, for purposes of this Article III, shall be deemed to include each Issuer a “Change in such capacity) therewithLaw”), (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending InstallationExcluded Taxes), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder; provided, that this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable with respect to Eurodollar its Fixed Rate Advances)Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Fixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) Loans held or interest or fee received by it, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans or to reduce any amount received under this Agreement, then, within 15 days after receipt by the relevant Borrower of written demand by such LenderLender pursuant to Section 3.6, the such Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, Loans and its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), ) adopted after the date of this Agreement or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which termtherewith, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(e)), or changes the basis of taxation of payments to any Lender in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, or (iii) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Revolving Loan Commitment, Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (its Revolving Loan Commitment, Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Revolving Loan Commitment, Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. (a) If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changeinterpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Issuer in respect of its Loans Eurodollar Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuer of making, funding or maintaining loans (its Eurodollar Loans, or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuer in connection with loans (or letters of credit its Eurodollar Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurodollar Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the Issuer, as the case may be, of making or maintaining its Eurodollar Loans, Commitment or Swing Line Commitment, or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 3 days of demand by such LenderLender or the Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.1 for increased costs occurring (i) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (ii) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender determines is attributable setting forth the described claim for compensation. (b) Borrower may, if obligated to makingmake a payment under this Section 3.1, funding and maintaining require the Lender(s) collecting such payment to (i) change its Loans, Lending Installation to a different location so as to minimize such payment obligation or (ii) sell its applicable Commitment, the Facility Letters of Credit interests herein to a Lender or any participations thereinother Person reasonably satisfactory to Agent.

Yield Protection. If the adoptionIf, on or after the date of this Agreement Date(for purposes of this Agreement, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange therein, on or after any change in the Agreement Date, in interpretation or administration thereof, or the compliance of any Lender (which termtherewith, for purposes or Regulation D of this Article III, shall be deemed to include each Issuer in such capacity) therewiththe Board of Governors of the Federal Reserve System, (ia) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of any such Lender or applicable Lending Installationany branch profits taxes), or changes the basis of taxation of payments to any such Lender in respect of its Loans or other amounts due it hereunder, or (iib) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesLibor Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) advances or reduces any amount receivable by any such Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)advances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) advances held or interest received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this type, then, within 15 days three (3) Business Days of demand by such Lender, the Borrower shall agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its the Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which a Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 14(d) below), or changes the basis of taxation of payments to any Lender in respect of its Loans Commitment, Advances or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)) with respect to its Advances or Commitment, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Advances or letters of credit or participations therein) the Commitment or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Advances or letters of credit or participations therein)the Commitment, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Advances or letters of credit or participations therein) Commitment held or interest received by it, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Advances or Commitment or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 14(e), the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, Advances and its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or; (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining loans (its Revolving Loan Commitment or letters Eurodollar Loans or of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans its Revolving Loan Commitment or Eurodollar Loans or Facility LCs (or letters of credit or including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans Revolving Loan Commitment or Eurodollar Loans or Facility LCs (or letters of credit or including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer, as applicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or (D) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, the LC Issuer or any other Recipient of making or maintaining its Eurodollar Loans (in the case of the preceding clauses (i) or (ii)) or Loans (in the case of preceding clause (iii)) or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation, the LC Issuer or any other Recipient in connection with such Loans or Revolving Loan Commitment or Facility LCs (including participations therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender, the LC Issuer or such other Recipient, as applicable, the Borrower shall pay such Lender that portion of Lender, the LC Issuer or such other Recipient, as applicable, such additional amount or amounts as will compensate such Lender, the LC Issuer or such other Recipient, as applicable, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoption, on or after the Agreement Date, of any change in law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each or the L/C Issuer in such capacity) therewith, (ia) subjects any Lender or the L/C Issuer or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower or TLGI or any other Person obligated hereunder to any Lender or the Borrower L/C Issuer (excluding federal taxation of the overall net income of any Lender or the L/C Issuer or any applicable Lending InstallationInstallation or other taxes in lieu of such taxes imposed by the United States or any jurisdiction in which such Lender or the L/C Issuer has its principal office or applicable Lending Installation or is engaged in business), or changes the basis of taxation of payments to any Lender or the L/C Issuer in respect of its Loans Revolving Loan, L/C Interests, L/C Obligations or other amounts due it hereunder, ; or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with with, or for the account of, or credit extended by, any Lender or the L/C Issuer or any applicable Lending Installation Installation, (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), ; or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or the L/C Issuer or any applicable Lending Installation of making, funding or maintaining loans (or issuing or participating in letters of credit or participations therein) or reduces any amount receivable by any Lender or the L/C Issuer or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)credit, or requires any Lender or the L/C Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held held, or interest received by it, by an amount deemed material by such LenderLender or the L/C Issuer, as the case may be; then, within 15 days of demand by such LenderLender or the L/C Issuer, the Borrower Borrowers shall pay such Lender or the L/C Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or the L/C Issuer determines is attributable to making, funding and maintaining its Revolving Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinCredit, the L/C Obligations and its Commitment (and in the case of the L/C Issuer, its commitment to issue Letters of Credit).

Yield Protection. If the adoptionIf, on or after the date of this Agreement Date(for purposes of this Agreement, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange therein, on or after any change in the Agreement Date, in interpretation or administration thereof, or the compliance of any Lender (which termtherewith, for purposes or Regulation D of this Article III, shall be deemed to include each Issuer in such capacity) therewiththe Board of Governors of the Federal Reserve System, (ia) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of any such Lender or applicable Lending Installationany branch profits taxes), or changes the basis of taxation of payments to any such Lender in respect of its Loans portion of the Loan or other amounts due it hereunder, or (iib) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesLibor Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) advances or reduces any amount receivable by any such Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)advances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) advances held or interest received by it, by an amount deemed material by such Lender, or (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make the Loan hereunder or of commitments of this type, then, within 15 days three (3) Business Days of demand by such Lender, the Borrower shall agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinLoan.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which termtherewith, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, or (iii) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Revolving Loan Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (its Revolving Loan Commitment, Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Revolving Loan Commitment, Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. If any Change in Law: (a) subjects any Lender, any applicable Lending Installation, any Issuing Bank or the adoptionAdministrative Agent to any Taxes on its loans, on or after the Agreement Dateloan principal, letters of any law or any governmental or quasi-governmental rulecredit, regulation, policy, guideline or directive (whether or not having the force of law)commitments, or any change, on or after the Agreement Date, in interpretation thereofother obligations, or the compliance of any Lender its deposits, reserves, other liabilities or capital attributable thereto (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, other than (i) subjects any Lender or any applicable Lending Installation to any taxIndemnified Taxes, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation ii) Taxes described in clauses (b) through (d) of the overall net income definition of any Lender Excluded Taxes or applicable Lending Installation(iii) Connection Income Taxes), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesLoans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining loans (its Loans or letters of credit or participations therein) L/C Interests or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with loans (its Loans or letters of credit or participations therein)L/C Interests, or requires any Lender or Lender, any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of loans (Loans or letters of credit or participations therein) L/C Interests held or interest received by it, by an amount deemed material by such Lender or such Issuing Bank, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent of making or maintaining its Loans, L/C Interests or Revolving Loan Commitment or to reduce the return received by such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent in connection with such Loans, L/C Interests or Revolving Loan Commitment, then, within 15 fifteen (15) days of demand by such LenderPerson, the Borrower shall pay such Lender that portion of Person such additional amount or amounts as will compensate such Person for such increased expense incurred cost or reduction in an amount received received. Notwithstanding the foregoing provisions of this ‎Section 4.01, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this ‎Section 4.01 within 180 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is 180 days before the date on which such Lender determines notifies the Borrower of such event or circumstance. Notwithstanding the above, a Lender will not be entitled to demand compensation under this ‎Section 4.01 at any time if it is attributable not the general practice and policy of such Lender to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereindemand such compensation from similarly situated borrowers in similar circumstances under agreements containing provisions permitting such compensation to be claimed at such time.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of by any Lender or applicable Lending Installation)Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or changes comparable agency or any other Change: (i) subject any Lender or the basis of taxation of payments Administrative Agent to any Lender tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender's Commitment, a Facility Letter of Credit or the Loans (other than for Indemnified Taxes, Taxes described in respect clauses (b) through (d) of its Loans or other amounts due it hereunderthe definition of Excluded Taxes, and Connection Income Taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, impose on any Lender or Issuing Bank or the London interbank market any applicable Lending Installation other condition, cost or expense (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Taxes) affecting this Agreement or Loans made by such Lender or any Facility Letter of Credit or participation therein, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) its LIBOR Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)its LIBOR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by itLIBOR Rate Loans, by an amount deemed material by such LenderLender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its LIBOR Rate Loans or Revolving Commitment, if any, or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Rate Loans or Revolving Commitment, then, within 15 days of a demand by such LenderLender accompanied by reasonable evidence of the occurrence of the applicable event under clauses (i), (ii) or (iii) above, the Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoption, on adoption or after the Agreement Date, change of any law LAW, rule, or any governmental change in the interpretation or quasi-governmental ruleadministration thereof by any GOVERNMENTAL AUTHORITY, regulationcentral bank, policyor comparable agency charged with the interpretation or administration thereof, guideline or compliance by any LENDER with any request or directive (whether or not having the force of law)) of any such GOVERNMENTAL AUTHORITY, central bank, or comparable agency or any change, on or REGULATORY CHANGE after the Agreement Date, in interpretation thereof, or the compliance date of any Lender CLOSING: (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (ia) subjects any Lender or any applicable Lending Installation such LENDER to any tax, duty, or other charge with respect to any LOAN or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)NOTE, or changes the basis of taxation of payments any amounts payable to such LENDER under this AGREEMENT or any Lender NOTE in respect of any LOAN or otherwise with respect to any OBLIGATIONS (other than taxes imposed on the overall net income of such LENDER by the jurisdiction in which such LENDER has its Loans or other amounts due it hereunderprincipal office); (b) imposes, or (ii) imposes or increases modifies, or deems applicable any reserve, special deposit, assessment, insurance chargecompulsory loan, special deposit or similar requirement against (other than the RESERVE REQUIREMENT utilized in the determination of the ADJUSTED LIBOR RATE) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit such LENDER, including the applicable LOANS extended by, any Lender by such LENDER hereunder or any applicable Lending Installation other OBLIGATIONS owing to such LENDER; or (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iiic) imposes on such LENDER or the applicable interbank market any other condition affecting this AGREEMENT or any NOTE or any OBLIGATION or any of such extensions of credit or liabilities or commitments or the costs of deposits maintained by any LENDER in obtaining funds to carry any of the LOANS or OBLIGATIONS; and the result of which any of the foregoing is to increase the cost to such LENDER of the making, converting into, continuing, or maintaining or participating in any Lender LOAN or to reduce any yield or sum received or receivable by such LENDER under this AGREEMENT or any applicable Lending Installation of makingNOTE with respect to any LOAN or other OBLIGATION, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to then the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower BORROWER shall pay to such Lender that portion of LENDER on demand such amount or amounts as will compensate such LENDER for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreduction.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, but excluding those that are merely proposed and not in effect) adopted after the Closing Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender) and having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the Closing Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender)), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender therewith (which termany of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in effect, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Article III, shall be deemed to include each Issuer Agreement) within the jurisdiction in which the applicable Lender (or its holding company or such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation) operates), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.,

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender therewith (which termany of the foregoing, for purposes of this Article III, shall be deemed to include each Issuer a “Change in such capacity) therewithLaw”), (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending InstallationExcluded Taxes), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder; provided, that this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable with respect to Eurodollar its Fixed Rate Advances)Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Fixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) Loans held or interest or fee received by it, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans or to reduce any amount received under this Agreement, then, within 15 days after receipt by the relevant Borrower of written demand by such LenderLender pursuant to Section 3.6, the such Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, Loans and its applicable Commitment or Syndicated Canadian Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrower), or changes the basis of taxation of payments to any Lender in respect of its Loans Term Loan Commitment, Loans, or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Term Loan Commitment or Loans, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Term Loan Commitment, or letters of credit or participations therein) the Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (its Term Loan Commitment or letters of credit or participations therein) held or interest received by itLoans, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Term Loan Commitment or Loans, or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, and its applicable Term Loan Commitment; provided, however, that the Facility Letters Borrower shall not be required to pay any additional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of Credit or any participations thereinthe relevant Lender’s demand therefor.

Yield Protection. (a) If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewithLaw, (i) subjects Subjects the Agent, any Lender Bank, any LC Issuer or any applicable Lending Installation to any tax, duty, charge charge, withholding levy, imposts, deduction, assessment or withholding fee on or from payments due from the Borrower (excluding federal taxation its loans, loan principal, letters of the overall net income of any Lender or applicable Lending Installation)credit, commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or capital attributable thereto (other amounts due it hereunderthan (A) Taxes, (B) Excluded Taxes, and (C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account including any reserve costs under Regulation D with respect to Eurocurrency liabilities (as defined in determining the interest rate applicable to Eurodollar Rate AdvancesRegulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, any LC Issuer or any applicable Lending Installation of making, continuing, converting into, funding or maintaining loans Credit Extensions (or letters of credit or including any participations therein) in Facility LCs), or reduces any amount receivable by any Lender Bank, any LC Issuer or any applicable Lending Installation in connection with loans Credit Extensions (or letters of credit or including any participations therein), in Facility LCs) or requires any Lender Bank, any LC Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held its Outstanding Credit Exposure or interest received by it, by an amount deemed material by such LenderBank or such LC Issuer, or (iv) affects the amount of capital or liquidity required or expected to be maintained by any Bank, any LC Issuer or any applicable Lending Installation or any corporation controlling any Bank or any LC Issuer and such Bank or such LC Issuer, as applicable, determines the amount of capital or liquidity required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of commitments of this type, then, upon presentation by the Agent, such Bank or such LC Issuer to the Company of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by the Agent, such Bank or such LC Issuer for the period of up to ninety (90) days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate the Agent, such Bank or such LC Issuer, as applicable, in light of such circumstances, the Company shall within 15 thirty (30) days of demand by such Lenderdelivery of such certificate pay to the Agent for its own account or for the account of the Agent, such Bank or such LC Issuer, as applicable, the Borrower specified amounts set forth on such certificate. The Agent, affected Bank or LC Issuer, as applicable, shall pay such Lender that portion deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense incurred expense, which certificate shall be prima facie evidence as to such increase and such amounts. The Agent, an affected Bank or reduction LC Issuer, as applicable, may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, the Agent, any Bank and any LC Issuer may make such reasonable estimates, assumptions, allocations and the like that the Agent, such Bank or such LC Issuer, as applicable, in an amount received good faith determines to be appropriate, and the Agent’s, such Bank’s or such LC Issuer’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank or LC Issuer shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Lender determines is attributable Bank or such LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or such LC Issuer, as applicable, to makingsuch compensation (unless, funding and maintaining its Loansto the extent, its applicable Commitment, that any such compensation so demanded shall relate to the Facility Letters retroactive application of Credit or any participations thereinevent so notified to the Company).

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,: (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)LIBOR Loans) with respect to its Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) the Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), Loans or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) Loans held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 3.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, Loans and its applicable Revolving Loan Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoptionIf, on or after the Agreement Restatement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), any change in the interpretation, promulgation, implementation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any change, on successor or after similar authority) or the Agreement DateUnited States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation thereof, or administration thereof or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender such authority, central bank or comparable agency related to such new adoption, interpretation or decision (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or other amounts due it hereunder, orparticipations therein, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining loans (its Eurocurrency Loans, or letters of credit issuing or participations therein) or participating in Facility LCs, reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurocurrency Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurocurrency Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any taxTaxes, dutyduties, charge charges or withholding withholdings on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Borrowers, or changes the basis of taxation of payments to any Lender in respect of its Loans Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 days after receipt by the Borrowers of written demand by such LenderLender pursuant to Section 4.5, the Borrower Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Commitments.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrowers), or changes the basis of taxation of payments to any Lender in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Revolving Loan Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (its Revolving Loan Commitment, Loans or letters of credit or participations therein) the L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests or Letters of Credit, or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company of written demand by such LenderLender pursuant to Section 4.5, the Borrower Company shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange therein, on or after any change in the Agreement Date, in interpretation or administration thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of the its overall net income income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending InstallationInstallation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans Loans or Facility Letters of Credit (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans Loans or Facility Letters of Credit (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans Loans or Facility Letters of Credit (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans, its applicable Commitment, the Loans and Facility Letters of Credit (or any participations therein) and its Commitment.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption or phase-in of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of any taxes imposed on, or based on, or determined by reference to the overall net income of any Lender or applicable LC Issuer or Lending Installation, including, without limitation, franchise taxes, alternative minimum taxes and any branch profits tax (collectively, "Excluded Taxes")), any taxes imposed on, or based on, or determined by reference to or changes the basis of taxation of payments to any Lender or LC Issuer in respect of its Loans Loans, Facility Letters of Credit or participations therein or other amounts due it hereunder, hereunder (except for Excluded Taxes) or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesLIBOR Rates), or (iii) imposes any other condition or requirement the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)loans, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest or fees received by it, by an amount deemed material by such Lender, then, within 15 fifteen (15) days of after demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender or LC Issuer determines is attributable to making, funding and maintaining its Loans, Loans and its applicable Commitment, the Commitment or issuing or participating in Facility Letters of Credit Credit; provided, however, that Borrower shall not be required to increase any such amounts payable to any Lender in respect of clause (i) above (1) if such Lender or LC Issuer fails to comply with the requirements of Section 2.20 hereof or (2) to the extent that such Lender or LC Issuer determines, in its sole reasonable discretion, that it can, after notice from Borrower, through reasonable efforts, eliminate or reduce the amount of tax liabilities payable (without additional costs or expenses unless Borrower agrees to bear such costs or expenses) or other disadvantages or risks (economic or otherwise) to such Lender or LC Issuer or Administrative Agent. If any participations thereinLender or LC Issuer receives a refund in respect of any amount described in clause (i), (ii) and (iii) above for which such Lender or LC Issuer has received payment from Borrower hereunder, such Lender or LC Issuer shall promptly notify Borrower of such refund and such Lender or LC Issuer shall repay the amount of such refund to Borrower, provided that Borrower, upon the request of such Lender or LC Issuer, agrees to return such refund to such Lender or LC Issuer in the event such Lender or LC Issuer is required to repay such refund. The determination as to whether any Lender or LC Issuer has received a refund shall be made by such Lender or LC Issuer and such determination shall be conclusive absent manifest error.

Yield Protection. (a) If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewithLaw, (i) subjects any Lender Bank or any applicable Lending Installation to any tax, duty, charge charge, withholding levy, imposts, deduction, assessment or withholding fee on or from payments due from the Borrower (excluding federal taxation its loans, loan principal, letters of the overall net income of any Lender or applicable Lending Installation)credit, commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or capital attributable thereto (other amounts due it hereunderthan (A) Taxes, (B) Excluded Taxes, and (C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, by any Lender Bank or any applicable Lending Installation (other than reserves and assessments taken into account including any reserve costs under Regulation D with respect to Eurocurrency liabilities (as defined in determining the interest rate applicable to Eurodollar Rate AdvancesRegulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) Advances, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), Advances or requires any Lender Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held its Outstanding Credit Exposure or interest received by it, by an amount deemed material by such LenderBank, or (iv) affects the amount of capital required or expected to be maintained by any Bank or any applicable Lending Installation or any corporation controlling any Bank and such Bank determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Advances hereunder or of commitments of this type, then, upon presentation by such Bank to the Company of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by such Bank for the period of up to ninety (90) days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate such Bank in light of such circumstances, the Company shall within 15 thirty (30) days of demand by such Lender, delivery of such certificate pay to the Borrower Agent for the account of such Bank the specified amounts set forth on such certificate. The affected Bank shall pay such Lender that portion deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense incurred expense, which certificate shall be prima facie evidence as to such increase and such amounts. An affected Bank may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank may make such reasonable estimates, assumptions, allocations and the like that such Bank in good faith determines to be appropriate, and such Bank’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank shall be entitled to demand compensation or reduction in an amount received be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Lender determines is attributable Bank first notified the Company of the occurrence of the event entitling such Bank to makingsuch compensation (unless, funding and maintaining its Loansto the extent, its applicable Commitment, that any such compensation so demanded shall relate to the Facility Letters retroactive application of Credit or any participations thereinevent so notified to the Company).

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or, (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining loans (its Commitment or letters Eurodollar Loans or of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with loans its Commitment or Eurodollar Loans or Facility LCs (or letters of credit or including participations therein), or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of loans Commitment or Eurodollar Loans or Facility LCs (or letters of credit or including participations therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such LenderLender or such LC Issuer, as applicable, or (iii) subjects the Agent, a Lender or applicable Lending Installation to any taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (a) Taxes, (b) Excluded Taxes or (c) Other Taxes), and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Person in connection with such Loans or Commitment, or Facility LCs (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderPerson, the Borrower shall pay such Lender that portion of Person such additional amount or amounts as will compensate such Person for such increased expense incurred cost or reduction in amount received; provided, that any such demand shall be made in good faith (and not on an amount received which arbitrary and capricious basis) and consistent with similarly situated customers of the applicable Person after consideration of factors as such Lender Person then reasonably determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinbe relevant.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining loans (its Eurodollar Loans, or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurodollar Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurodollar Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such Lender, or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoption, on or after the date of this Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes Bank or any applicable Lending Installation or the LC Issuer with any of this Article III, shall be deemed to include each Issuer in such capacity) therewiththe foregoing, (i) subjects any Lender or Bank, any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower Company (excluding federal taxation of the overall net income of any Lender or Bank, any applicable Lending InstallationInstallation or the LC Issuer), or changes the basis of taxation of payments to any Lender Bank or the LC Issuer in respect of its Loans Loans, Facility LCs or participations therein or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Bank, any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Bank, any applicable Lending Installation or the LC Issuer of making, funding or maintaining loans (Loans or letters of credit issuing or participations therein) participating in Facility LCs or reduces any amount receivable by any Lender or Bank, any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit or participations therein)loans, or requires any Lender or Bank, any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Loans, Facility LCs or participations therein) therein held or interest received by it, by an amount deemed material by such LenderBank or the LC Issuer, or (iv) affects the amount of capital required or expected to be maintained by any Bank, any applicable Lending Installation or the LC Issuer or any corporation controlling any Bank or the LC Issuer and such Bank or the LC Issuer, as the case may be, determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder or to issue or participate in Facility LCs hereunder or of commitments of this type, then, within 15 days of demand by such LenderBank or the LC Issuer, the Borrower Company shall pay such Lender Bank or the LC Issuer, as the case may be, that portion of such increased expense incurred (including, in the case of Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it or such Lending Installation or corporation could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Bank’s or the LC Issuer’s policies as to capital adequacy) or reduction in an amount received which such Lender Bank or the LC Issuer determines is attributable to making, funding and maintaining its Loans, Loans and/or issuing or participating in Facility LCs and its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoptionIf, on or after the Agreement Restatement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), any change in the interpretation, promulgation, implementation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any change, on successor or after similar authority) or the Agreement DateUnited States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation thereof, or administration thereof or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender such authority, central bank or comparable agency related to such new adoption, interpretation or decision (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or other amounts due it hereunder, orparticipations therein, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining loans (its Eurocurrency Loans, or letters of credit issuing or participations therein) or participating in Facility LCs, reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurocurrency Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurocurrency Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Failure or delay on the part of any such Lender determines Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Regulatory Change giving rise to such increased costs or reductions is attributable retroactive, then the 270-day period referred to making, funding and maintaining its Loans, its applicable Commitment, above shall be extended to include the Facility Letters period of Credit or any participations thereinretroactive effect thereof.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of any taxes imposed on, or based on, or determined by reference to the overall net income of any Lender or applicable Lending Installation, including, without limitation, franchise taxes, alternative minimum taxes and any branch profits tax (collectively, "Excluded Taxes")), any taxes imposed on, or based on, or determined by reference to or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, orhereunder (except for Excluded Taxes), (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesRates), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its LoansLoans and its Commitment; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender (i) if such Lender fails to comply with the requirements of Section 2.19 hereof or (2) to the extent that such Lender determines, in its applicable Commitmentsole reasonable discretion, that it can, after notice from the Facility Letters Borrower, through reasonable efforts, eliminate or reduce the amount of Credit tax liabilities payable (without additional costs or expenses unless the Borrower agrees to bear such costs or expenses) or other disadvantages or risks (economic or otherwise) to such Lender or the Agent. If any participations thereinLender receives a refund in respect of any tax for which such Lender has received payment from the Borrower hereunder, such Lender shall promptly notify the Borrower of such refund and such Lender shall repay the amount of such refund to the Borrower, provided that the Borrower, upon the request of such Lender, agrees to return such refund (plus any penalties, interest or other charges) to such Lender in the event such Lender is required to repay such refund. The determination as to whether any Lender has received a refund shall be made by such Lender and such determination shall be conclusive absent manifest error.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange therein, on or after any change in the Agreement Date, in interpretation or administration thereof, or the compliance of any the Lender (which termtherewith, for purposes or Regulation D of this Article III, shall be deemed to include each Issuer in such capacity) therewiththe Board of Governors of the Federal Reserve System, (i1) subjects any the Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of any the Lender or applicable Lending Installationany branch profits taxes), or changes the basis of taxation of payments to any the Lender in respect of its Loans or other amounts due it hereunder, or (ii2) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesLibor Loans), or (iii3) imposes any other condition the result of which is to increase the cost to any the Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) advances or reduces any amount receivable by any the Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)advances, or requires any the Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) advances held or interest received by it, by an amount deemed material by such the Lender, or (4) affects the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and the Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this type, then, within 15 days three (3) Business Days of demand by such the Lender, the Borrower shall agrees to pay such the Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account the Lender’s policies as to capital adequacy) or reduction in an amount received which such the Lender determines is attributable to making, funding and maintaining its the Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoption(a) If, on or after the Agreement Datedate hereof, the adoption of any law applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or quasi-governmental rulecomparable agency charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance ) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) to any tax, dutyduty or other charge with respect to its Eurodollar Loans, charge or withholding on or from payments due from the Borrower (excluding federal taxation its Notes, its Letter(s) of the overall net income of any Lender or applicable Lending Installation)Credit, or changes its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Loans Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or other amounts due it hereunderits obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or on the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes interbank market any other condition affecting its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurodollar Loans, or to issue a Letter of Credit, or to participate therein; and the result of which any of the foregoing is to increase the cost to any such Lender (or any applicable its Lending Installation Office) of making, funding making or maintaining loans (any Eurodollar Loan, issuing or letters maintaining a Letter of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Credit, or requires any Lender participating therein, or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of loans any sum received or receivable by such Lender (or letters of credit its Lending Office) under this Agreement or participations therein) held or interest received by itunder any other Loan Document with respect thereto, by an amount deemed material by such LenderLender to be material, then, within 15 days of after demand by such Lender (with a copy to the Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If, after the date hereof, any Lender or the Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Agent), the Borrower shall pay to such Lender that portion of such increased expense incurred additional amount or reduction in an amount received which amounts as will compensate such Lender determines is attributable for such reduction. (c) A certificate of a Lender claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to makingbe paid to it hereunder shall be presumptively correct, funding absent manifest error. In determining such amount, such Lender may use any reasonable averaging and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinattribution methods.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation, on promulgation, implementation or after administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the Agreement Date, in interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by the Bank or any Participant with any request or directive (whether or not having the force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (iA) subjects any Lender the Bank or any applicable Lending Installation Participant to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)taxes, or changes the basis of taxation of payments (other than with respect to taxes imposed on the overall net income of the Bank or such Participant) to the Bank or any Lender Participant in respect of its Loans the Loan or other amounts due it hereunder, participations therein; or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Bank or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), Participant; or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender the Bank or any applicable Lending Installation Participant of makingissuing or participating in the Loan, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender the Bank or any applicable Lending Installation Participant in connection with loans (or letters of credit the Loan or participations therein), or requires any Lender the Bank or any applicable Lending Installation Participant to make any payment calculated by reference to the amount of loans (or letters of credit the Loan or participations therein) therein held or interest or fees received by it, by an amount deemed material by the Bank or such LenderParticipant, as the case may be, and the result of any of the foregoing is to increase the cost to the Bank or such Participant, as the case may be, of issuing or participating in the Loan or to reduce the return received by the Bank or such Participant, as the case may be, in connection with the Loan or participations therein, then, within 15 fifteen (15) days of after demand by such Lenderthe Bank, the Borrower Authority shall pay the Bank such Lender that portion of additional amount or amounts as will compensate the Bank or such Participant, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to makingreceived, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinbut solely from Senior Pledged Revenue.

Yield Protection. If the adoptionIf, on or after the Agreement Restatement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), any change in the interpretation, promulgation, implementation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any change, on successor or after similar authority) or the Agreement DateUnited States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented, by any Governmental Authority, central bank or comparable agency charged with the interpretation thereof, or administration thereof or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender such authority, central bank or comparable agency related to such new adoption, interpretation or decision (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) to any Lender or any LC Issuer in respect of its Loans Term SOFR Loans, Facility LCs or other amounts due it hereunder, orparticipations therein, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Term SOFR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining loans (its Term SOFR Loans, or letters of credit issuing or participations therein) or participating in Facility LCs, reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with loans (or letters of credit its Term SOFR Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Term SOFR Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Term SOFR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Term SOFR Loans or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or such LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or such LC Issuer, as the case may be, such additional amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. (a) If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Law shall: (i) subjects any Lender impose, modify or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or any applicable Lending Installation Issuer; (ii) impose on any Lender or any Issuer or the London interbank market any other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or (iii) imposes subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other condition obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes and (B) Taxes described in clauses (c) and (d) of the definition of Excluded Taxes and (C) Connection Income Taxes); and the result of which is any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuer or such other Recipient hereunder (whether of principal, interest or otherwise), then the Company will pay (or cause the applicable Borrower to pay) to such Lender, such Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered, so long as such Lender’s, Issuer’s or other Recipient’s demand for such payment is substantially consistent with demands made by such Person with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1(a) and is accompanied by a certificate complying with Section 3.1(c). (b) If any Lender or any applicable Lending Installation Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of makingreducing the rate of return on such Lender’s or such Issuer’s capital or on the capital of such Lender’s or such Issuer’s holding company, funding if any, as a consequence of this Agreement or maintaining loans the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuer, to a level below that which such Lender or such Issuer or such Lender’s or such Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuer’s policies and the policies of such Lender’s or such Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Company will pay (or letters cause the applicable Borrower to pay) to such Lender or such Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuer or such Lender’s or such Issuer’s holding company for any such reduction suffered, so long as such Lender’s or Issuer’s demand is substantially consistent with demands made by such Person with similarly situated customers of credit such Person under agreements having provisions similar to this Section 3.1(b) and is accompanied by a certificate complying with Section 3.1(c). (c) A certificate of a Lender or participations thereinan Issuer setting forth a reasonably detailed calculation of the amount or amounts necessary to compensate such Lender or such Issuer or its holding company, as the case may be, as specified in paragraph (a) or reduces (b) of this Section shall be delivered to the Company and shall be conclusive absent demonstrable error. The Company shall pay (or cause the applicable Borrower to pay) such Lender or such Issuer, as the case may be, the amount shown as due on any amount receivable by such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or any applicable Lending Installation in connection with loans (Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or letters of credit or participations therein), or requires any such Issuer’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or an Issuer pursuant to this Section for any applicable Lending Installation to make any payment calculated by reference increased costs, reductions or other amounts incurred or made more than 90 days prior to the amount date that such Lender or such Issuer, as the case may be, notifies the Company of loans (the Change in Law giving rise to such increased costs, reductions or letters other amounts and of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender’s or such Issuer’s claim for compensation therefor; provided further that, then, within 15 days of demand by such Lender, if the Borrower shall pay such Lender that portion of Change in Law giving rise to such increased expense incurred costs, reductions or reduction in an amount received which such Lender determines other amounts is attributable retroactive, then the 90-day period referred to making, funding and maintaining its Loans, its applicable Commitment, above shall be extended to include the Facility Letters period of Credit or any participations thereinretroactive effect thereof.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending InstallationInstallation and any state taxation based on the income of any Lender assessed by the State in which the Lender maintains its principal office), or changes the basis of taxation of payments to any Lender in respect of its Loans Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 3.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit and its Revolving Loan Commitment. A certificate as to an additional amount payable to any Lender or any participations thereinthe Agent under this Section 3.1 submitted to the Borrower and the Agent (if a Lender is so submitting) by such Lender or the Agent shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or ----------------- quasi-governmental rule, regulation, policy, guideline or directive (whether ----- or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender (each reference in this Section 3.1 to a Lender ----------- being in its capacity as a Lender or an Issuing Lender, or all of the foregoing) or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any of the Borrower Borrowers (excluding federal taxation imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized, on the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, orprovided however that this clause (i) shall not apply with respect ---------- to any Taxes to which Section 2.10(E) applies, or ---------------- (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation with respect to its Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans, L/C Interests or the Letters of Credit (other than reserves and assessments taken into account in determining calculating the interest rate applicable to Eurodollar Rate Advancesor Korean Eurodollar Rate), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 days after receipt by the Company of written demand by such LenderLender pursuant to Section 3.5, the Borrower Company shall pay or cause the appropriate Subsidiary to pay ------------ such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Commitment.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Loans Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. If the adoptionIf, on or after the Agreement Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Agreement Effective Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining loans (its Eurodollar Loans, or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurodollar Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurodollar Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, converting to, continuing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than six months prior to the date that such Lender determines is attributable notifies the Borrower of such Lender’s intention to makingclaim compensation therefore; and provided that, funding if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and maintaining its Loansshall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, its applicable Commitment(i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Facility Letters of Credit Basel Committee on Banking Supervision (or any participations thereinsuccessor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If the adoption, on adoption or after the Agreement Date, change of any law LAW, rule, or any governmental change in the interpretation or quasi-governmental ruleadministration thereof by any GOVERNMENTAL AUTHORITY, regulationcentral bank, policyor comparable agency charged with the interpretation or administration thereof, guideline or compliance by the LENDER with any request or directive (whether or not having the force of law)) of any such GOVERNMENTAL AUTHORITY, central bank, or comparable agency or any change, on or REGULATORY CHANGE after the Agreement Date, in interpretation thereof, or the compliance date of any Lender CLOSING: (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (ia) subjects any Lender or any applicable Lending Installation the LENDER to any tax, duty, or other charge or withholding on or from payments due from with respect to the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)LOAN, or changes the basis of taxation of payments any amounts payable to the LENDER under this AGREEMENT or otherwise with respect to any Lender OBLIGATIONS (other than taxes imposed on the overall net income of the LENDER by the jurisdiction in respect of which the LENDER has its Loans or other amounts due it hereunderprincipal office); (b) imposes, or (ii) imposes or increases modifies, or deems applicable any reserve, special deposit, assessment, insurance chargecompulsory loan, special deposit or similar requirement against (other than the RESERVE REQUIREMENT utilized in the determination of the ADJUSTED LIBOR RATE) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit the LENDER, including the LOAN, extended by, any Lender by the LENDER hereunder or any applicable Lending Installation other OBLIGATIONS owing to the LENDER; or (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iiic) imposes on the LENDER or the applicable interbank market any other condition affecting this AGREEMENT or any OBLIGATION or any of such extensions of credit or liabilities or commitments or the costs of deposits maintained by the LENDER in obtaining funds to carry the LOAN or any of the other OBLIGATIONS; and the result of which any of the foregoing is to increase the cost to any Lender or any applicable Lending Installation the LENDER of the making, funding converting into, continuing, or maintaining loans (or letters of credit participating in the LOAN or participations therein) other OBLIGATIONS or reduces to reduce any amount yield or sum received or receivable by the LENDER under this AGREEMENT with respect to any Lender LOAN or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)other OBLIGATION, or requires any Lender or any applicable Lending Installation then the BORROWERS, jointly and severally, agree to make any payment calculated by reference pay to the LENDER on demand such amount of loans (or letters of credit amounts as will compensate the LENDER for such increased cost or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lenderreduction. If the LENDER claims compensation under this Section, the Borrower LENDER shall pay furnish to the BORROWERS a statement setting forth the reason and the additional amount or amounts to be paid to the LENDER hereunder which shall be conclusive in the absence of manifest error. In determining such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitmentamount, the Facility Letters of Credit or LENDER may use any participations thereinreasonable averaging and attribution methods.

Yield Protection. If the adoption(a) If, on or after the Agreement Datedate hereof, the adoption of any law applicable law, rule or regulation, or any governmental change therein, or quasi-governmental ruleany change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance ) of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Governmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) to any tax, dutyduty or other charge with respect to its Eurodollar Loans, charge or withholding on or from payments due from the Borrower (excluding federal taxation its Notes, its Letter(s) of the overall net income of any Lender or applicable Lending Installation)Credit, or changes its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Loans Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or other amounts due it hereunderits obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or on the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes interbank market any other condition affecting its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurodollar Loans, or to issue a Letter of Credit, or to participate therein; and the result of which any of the foregoing is to increase the cost to any such Lender (or any applicable its Lending Installation Office) of making, funding making or maintaining loans (any Eurodollar Loan, issuing or letters maintaining a Letter of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Credit, or requires any Lender participating therein, or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of loans any sum received or receivable by such Lender (or letters of credit its Lending Office) under this Agreement or participations therein) held or interest received by itunder any other Loan Document with respect thereto, by an amount deemed material by such LenderLender to be material, then, within 15 days of after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction (but not, in any event, in respect of any period prior to 180 days before the date of such demand). (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender that portion such additional amount or amounts as will compensate such Lender for such reduction (but not, in any event, in respect of any period prior to 180 days before the date of such increased expense incurred demand). (c) A certificate of a Lender claiming compensation under this Section 8.4 and setting forth the additional amount or reduction in an amount received which amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining such amount, such Lender determines is attributable to making, funding shall act in a nondiscriminatory manner and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or may use any participations thereinreasonable averaging and attribution methods.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), ) adopted after the date of this Agreement or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which termtherewith, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.15(e)), or changes the basis of taxation of payments to any Lender in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, or (iii) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Revolving Loan Commitment, Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (its Revolving Loan Commitment, Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Revolving Loan Commitment, Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. If the adoptionIf, on or after the Agreement Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Agreement Effective Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer or the Agent to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer or the Agent in respect of its Loans Eurodollar Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining loans (its Eurodollar Loans, or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurodollar Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurodollar Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer or the Agent, as the case may be, of making, converting to, continuing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such LenderLender or the LC Issuer or the Agent, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer or the Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer or the Agent, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to the date that such Lender determines is attributable notifies the Borrower of such Lender’s intention to makingclaim compensation therefore; and provided that, funding if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and maintaining its Loansshall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, its applicable Commitment(i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Facility Letters of Credit Basel Committee on Banking Supervision (or any participations thereinsuccessor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If the adoption(a) If, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining loans its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurocurrency Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurocurrency Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment or Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation, on promulgation, implementation or after administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the Agreement Dateinterpretation or administration thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in interpretation thereofconnection with ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or the compliance of by Agent or any Lender (which termor applicable Lending Installation) with any request or directive (whether or not having the force of law) of any such authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (ia) subjects Agent and/or any Lender (or any applicable Lending Installation Installation) to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to Agent and/or any Lender in respect of its Loans the Loan or participations therein, including without limitation the principal of or interest on any LIBOR Rate Advance or any other fees or amounts due it hereunderpayable hereunder (other than with respect to Excluded Taxes), or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Agent and/or any Lender (or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesInstallation), or (iiic) imposes any other condition the result of which is to increase the cost to Agent and/or any Lender (or any applicable Lending Installation Installation) of making, funding or maintaining loans the Loan or any LIBOR Rate Advance (or letters of credit any related Loan commitment), or participations therein) or reduces to reduce any amount receivable by Agent and/or any Lender (or any applicable Lending Installation Installation) in connection with loans (or letters of credit the Loan or participations thereintherein (whether of principal, interest or otherwise), or requires Agent and/or any Lender (or any applicable Lending Installation Installation) to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, the Loan by an amount deemed material by Agent and/or such Lender, and the result of any of the foregoing is to increase the cost to Agent and/or such Lender (or applicable Lending Installation) of making or maintaining the Loan or to reduce the return received by Agent and/or such Lender (or applicable Lending Installation), as the case may be, in connection with the Loan, then, within 15 days of upon written demand by such LenderAgent, the Borrower shall pay Agent and/or such Lender that portion of such additional amount or amounts as will compensate Agent and/or such Lender for such increased expense incurred cost or reduction in an amount received which received, as reasonably determined by Agent and/or such Lender. A statement from Agent setting forth such amount or amounts as shall be necessary to so compensate Agent and/or such Lender determines is attributable shall be delivered to makingBorrower and shall, funding in the absence of manifest error, be conclusive and maintaining binding upon Borrower. Borrower shall pay Agent (for the benefit of Agent and/or such Lender) the amount shown as due on any such statement within fifteen (15) days after its Loansreceipt of the same. Failure on the part of Agent and/or such Lender to demand compensation for any increased costs, its applicable Commitmentlost income or reduction in amounts received or receivable shall not constitute a waiver of Agent's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable. The protection under this section shall be available to Agent and the Lenders regardless of any possible contention of the invalidity or inapplicability of any law, the Facility Letters of Credit regulation or directive which shall give rise to any demand by Agent or any participations thereinLender.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation, on promulgation, implementation or after administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the Agreement Dateinterpretation or administration thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in interpretation thereofconnection with ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Bank or applicable Lending Installation or any Issuing Bank with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (ia) subjects any Lender Bank or any applicable Lending Installation or any Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or any Issuing Bank in respect of its Loans LIBOR Loans, Letters of Credit or other amounts due it hereunderparticipations therein, or (iib) imposes impose or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank or any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advancesadvances under LIBOR Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or any Issuing Bank of making, funding or maintaining loans (its LIBOR Loans or letters of credit issuing or participations therein) participating in Letters of Credit, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or any Issuing Bank in connection with loans (or letters its LIBOR Loans, Letters of credit Credit or participations therein), or requires any Lender Bank or any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of loans (or letters LIBOR Loans, Letters of credit Credit or participations therein) therein held or interest or Letter of Credit Fees received by it, by an amount deemed material by such LenderBank or such Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Bank or applicable Lending Installation or Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Bank or applicable Lending Installation or Issuing Bank, as the case may be, in connection with such LIBOR Loans or Commitment, Letters of Credit or participations therein, then, within 15 30 days of demand by such LenderBank or such Issuing Bank, as the case may be, the Borrower shall pay such Lender that portion of Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank or such Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received (the “Yield Protection Payment”), so long as such amounts have accrued on or after the date on which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit Bank or any participations thereinIssuing Bank first made demand therefor.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining loans (its Eurodollar Loans, or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with loans (or letters of credit its Eurodollar Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurodollar Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or such LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Revolving Loan Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (its Revolving Loan Commitment, Loans or letters of credit or participations therein) the L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the applicable Borrower of written demand by such LenderLender pursuant to Section 4.5, the applicable Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment; provided that such Lender shall only require such payment from the applicable Borrower to the extent such Lender is requiring such payments from other borrowers of comparable creditworthiness as the Company.

Yield Protection. If in the adoption, on reasonable interpretation of the Agent or after any Lender the Agreement Date, adoption of any law or any governmental or quasi-quasi- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) after the date hereof, or any change, on or change therein after the Agreement Datedate hereof, or any change in the interpretation thereofor administration thereof after the date hereof, or the compliance of the Agent or any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewiththerewith after the date hereof, (ia) subjects the Agent or any Lender or any applicable Lending Installation to any tax, duty, charge charge, fee, deduction or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender the Agent or applicable Lending Installationthe Lenders), or changes the basis of taxation of payments to the Agent or any Lender in respect of its Loans the Financing Agreements or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Agent or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Lender, or (iiic) imposes or increases or renders applicable any special deposit, assessment, insurance charge, reserve or liquidity or other similar requirement (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by the Agent or any Lender, or (d) imposes any other condition the result of which is to increase the cost to the Agent or any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) advances or reduces any amount receivable by the Agent or any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)advances, or requires the Agent or any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) advances held or interest received by it, by an amount deemed material by the Agent or such Lender, or (e) affects the amount of capital required or expected to be maintained by the Agent or any Lender or any corporation controlling the Agent or any Lender and the Agent or such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make loans hereunder or of commitments of this type, then, within 15 fifteen (15) days of demand by such the Agent or any Lender, the Borrower shall pay the Agent or such Lender that portion of such increased expense incurred (including, in the case of clause (e), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account the Agent's or such Lender's policies as to capital adequacy) or reduction in an amount received which the Agent or such Lender determines is attributable to making, funding and maintaining its Loansthe Financing Agreements; provided, its applicable Commitmentthat the Borrower shall not be liable for any portion of such increased expense incurred or reduction in such amount received by the Agent or any Lender unless the Agent or such Lender notifies the Borrower of such increased expense or reduction in amount received within ninety (90) days of the date the Agent or such Lender actually learns of such increased expense or reduction in amount received; provided, further, that in the event the Borrower objects to such increased expense, the Facility Letters of Credit or any participations thereinBorrower may prepay the Liabilities, terminate this Agreement, and, in such event, the Borrower shall incur no prepayment penalty as described in Section 2.9.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining loans (its Eurodollar Loans, or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurodollar Loans, Facility LC or participations therein), or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurodollar Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Facility LCs or participations therein, then, within 15 30 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. (a) If the adoption, on or after the Agreement Effective Date, the adoption of any law Law or bank regulatory guideline or any governmental amendment or quasi-governmental rulechange in the administration, regulationinterpretation or application of any existing or future Law or bank regulatory guideline by any Governmental Authority charged with the administration, policyinterpretation or application thereof, guideline or the compliance with any directive of any Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Law): (i) subjects any Lender shall impose, modify or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Lender Indemnified Party or shall impose on any applicable Lending Installation (Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other than reserves and assessments taken into account similar condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in determining respect of this Agreement, the interest rate applicable to Eurodollar Rate Advances)other Transaction Documents, the ownership, maintenance or financing of the Offered Notes; or (iiiii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes, or, other than Excluded Taxes, payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes, and the result of which any of the foregoing is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of loans (any sum received or letters receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of credit or participations therein) held or interest received by itthe Offered Notes, the Receivables, the obligations hereunder, the funding of any purchases hereunder by an amount deemed material by such LenderIndemnified Party to be material, then, within 15 days of on the next succeeding Distribution Date after written demand by such LenderIndemnified Party, the Borrower Transferor shall pay to such Lender Investor such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction. (b) If any Indemnified Party shall have determined that portion after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital of such increased expense incurred Indemnified Party (or reduction in its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount received which deemed by such Lender determines is attributable Indemnified Party to makingbe material, funding and maintaining its Loans, its applicable Commitmentthen on the next succeeding Distribution Date after written demand by such Indemnified Party, the Facility Letters Transferor shall pay to such Investor such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. (c) After learning of Credit any event occurring after the date hereof which will entitle an Indemnified Party to compensation pursuant to this Article V, the applicable Investor shall notify the Transferor in writing. A notice by such Investor or the applicable Indemnified Party claiming compensation under this Section and setting forth in reasonable detail an explanation therefor and a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Investor or any participations therein.applicable Indemnified Party may use any reasonable averaging and attributing methods and shall describe such methods in reasonable detail in any notice to the Transferor seeking compensation pursuant to this Article V.

Yield Protection. If either (i) the adoption, on or adoption after the Agreement Date, date hereof of any law applicable law, rule or regulation, or any change after the date hereof therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or quasi-governmental rulecomparable agency charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by a Lender with any request or directive (whether or not having the force of law) after the date hereof of any such authority, central bank or comparable agency shall subject any Lender to any additional tax (including without limitation any United States interest equalization or similar tax, however named), duty or other charge with respect to any changeEurodollar Loan or a Lender's obligation to compute interest on the principal balance of any Eurodollar Loan at a rate based upon the Eurodollar Base Rate, on or shall change after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes date hereof the basis of taxation of payments to a Lender of the principal of or interest on any Lender Eurodollar Loan or any other amounts due under this Agreement in respect of its Loans any Eurodollar Loan or other amounts due it hereundera Lender's obligation to compute the interest on the principal balance of any Eurodollar Loan at a rate based upon the Eurodollar Base Rate, or or (ii) imposes any governmental authority, central bank or increases other comparable authority shall at any time after the date hereof impose, modify or deems deem applicable any reserve, assessment, insurance chargereserve (other than the Eurodollar Reserve Requirement), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any a Lender, or shall impose on a Lender (or its eurodollar lending office) or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes relevant interbank eurodollar market any other condition affecting any Eurodollar Loan or a Lender's obligation to compute the interest on the principal balance of any Eurodollar Loan at a rate based upon the Eurodollar Base Rate; and the result of which any of the foregoing is to increase the cost to a Lender of maintaining any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Eurodollar Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of loans (any sum received or letters of credit or participations therein) held or interest received receivable by it, a Lender under this Agreement by an amount deemed material by such LenderLender to be material, then, within 15 days of then upon demand by such Lender, the Borrower shall pay to such Lender that portion such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Such Lender will promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this SECTION 2.5. A certificate of such increased expense incurred Lender claiming compensation under this SECTION 2.5 and setting forth the additional amount or reduction in an amount received which amounts to be paid to such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, hereunder shall be conclusive in the Facility Letters absence of Credit or any participations thereinmanifest error.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any governmental authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender (each reference in this SECTION 3.1 to a Lender being in its capacity either as a Lender or an Issuing Lender, or both) or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Borrower, or changes the basis of taxation of payments to any Lender in respect of its Loans Commitments, its Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunderhereunder (excluding for purposes of this Section 3.1(i), any Income Taxes imposed on any Lender or applicable Lending Installation by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized or maintains a Lending Installation), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Commitments, its Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Commitments, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Commitments, Loans, L/C Interests or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Commitments, Loans, L/C Interests or letters Letters of credit or participations therein) Credit held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitments, Loans, L/C Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 3.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.such

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Law: (ia) subjects any Lender or any applicable Lending Installation Recipient to any taxTaxes (other than (A) Indemnified Taxes, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation B) Taxes described in clauses (b) through (d) of the overall net income definition of any Lender or applicable Lending Installation)“Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or other amounts due it hereundercapital attributable thereto, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Eurocurrency Advances)) with respect to its Commitments, Loans, Facility LCs or participations therein, or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining loans (its Commitments, Loans or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with loans its Commitments or Loans or Facility LCs (or letters of credit or including 12660163v2 participations therein), or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of loans Commitments or Loans or Facility LCs (or letters of credit or including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer, as applicable, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer of making or maintaining, continuing or converting its Loans (including, without limitation, any conversion of any Revolving Loan denominated in an Agreed Currency other than euro into a Revolving Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by the Administrative Agent, such Lender or applicable Lending Installation or LC Issuer in connection with such Loans, Revolving Loan Commitment or Facility LCs (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section ‎3.6, by the Administrative Agent, such LenderLender or LC Issuer, the Borrower shall pay the Administrative Agent, such Lender that portion of or LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoption(a) If, on or after the date of this Agreement Date(or with respect to any Lender, if later, the date on which such Lender becomes a Lender), the adoption of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any changechange in the interpretation or administration thereof by any Governmental Authority or quasi-Governmental Authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of Law) of any Lender such authority, central bank or comparable agency (which termany such event, for purposes of this Article IIIa “Change in Law”; provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder (“▇▇▇▇-▇▇▇▇▇”), issued in connection therewith or in implementation thereof shall be deemed to include each Issuer a “Change in such capacity) therewith,Law” regardless of the date enacted, adopted, issued or implemented): (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any taxTaxes (other than Excluded Taxes) on its Loans, dutyLoan principal, charge Facility LCs, Commitments, participations therein or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)other obligations, or changes the basis of taxation of payments to any Lender in respect of its Loans deposits, reserves, other liabilities or other amounts due it hereundercapital attributable thereto, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining loans its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurocurrency Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of loans (or letters of credit Eurocurrency Loans, Facility LCs or participations therein) therein held or interest or LC fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and (A) the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loan, or Commitment, Facility LCs or participations therein, and (B) such Lender or the applicable Lending Installation or the LC Issuer, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within 15 30 days of demand by such LenderLender or the LC Issuer, as the case may be, the relevant Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such reasonable additional amount or amounts as will compensate such Lender or the LC Issuer for such increased expense incurred cost or reduction in an amount received, provided that the relevant Borrower shall not be required to pay such Lender or the LC Issuer pursuant to this Section 3.1(a) for such increased cost or reduction in amount received which to the extent incurred more than 180 days prior to the date that such Lender determines or the LC Issuer, as the case may be, notifies such relevant Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is attributable retroactive, then the 180 day period referred to making, funding and maintaining its Loans, its applicable Commitment, above shall be extended to include the Facility Letters period of Credit or any participations thereinretroactive effect thereof.

Yield Protection. If the adoption(a) If, on or after the Agreement Datedate hereof, the adoption of any law applicable law, rule or regulation, or any governmental change therein, or quasi-governmental ruleany change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance ) of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Governmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) to any tax, dutyduty or other charge with respect to its Eurodollar Loans, charge or withholding on or from payments due from the Borrower (excluding federal taxation its Notes, its Letter(s) of the overall net income of any Lender or applicable Lending Installation)Credit, or changes its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Loans Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or other amounts due it hereunderits obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or on the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes interbank market any other condition affecting its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurodollar Loans, or to issue a Letter of Credit, or to participate therein; and the result of which any of the foregoing is to increase the cost to any such Lender (or any applicable its Lending Installation Office) of making, funding making or maintaining loans (any Eurodollar Loan, issuing or letters maintaining a Letter of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Credit, or requires any Lender participating therein, or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of loans any sum received or receivable by such Lender (or letters of credit its Lending Office) under this Agreement or participations therein) held or interest received by itunder any other Loan Document with respect thereto, by an amount deemed material by such LenderLender to be material, then, within 15 days of after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender that portion of such increased expense incurred additional amount or reduction in an amount received which amounts as will compensate such Lender determines is attributable for such reduction. (c) A certificate of a Lender claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to makingbe paid to it hereunder shall be conclusive absent manifest error. In determining such amount, funding such Lender may use any reasonable averaging and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinattribution methods.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, but excluding those that are merely proposed and not in effect) adopted after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender) and having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender)), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender therewith (which termany of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in effect, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Article III, shall be deemed to include each Issuer Agreement) within the jurisdiction in which the applicable Lender (or its holding company or such capacityLending Installation) therewithoperates), (i) subjects the Global Administrative Agent, any Lender or any applicable Lending Installation to any taxTaxes on its loans, dutyloan principal, charge or withholding on or from payments due from the Borrower (excluding federal taxation letters of the overall net income of any Lender or applicable Lending Installation)credit, commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or capital attributable thereto (other amounts due it hereunderthan (A) Indemnified Taxes, or(B) Excluded Taxes, and (C) Other Taxes), (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable with respect to Eurodollar its Fixed Rate Advances)Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)Fixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) Loans held or interest or fee received by it, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Person of making, renewing or maintaining its Commitment or Loans or to reduce any amount received under this Agreement, then, within 15 30 days after receipt by the relevant Borrower of written demand by such LenderPerson pursuant to Section 3.6, the such Borrower shall pay such Lender Person that portion of such increased expense incurred or reduction in an amount received which such Lender Person determines is attributable necessary to making, funding compensate such Person for such additional costs incurred or reduction suffered as reasonably determined by such Person (which determination shall be made in good faith (and maintaining its Loans, its applicable Commitment, the Facility Letters not on an arbitrary or capricious basis) and consistent with similarly situated customers of Credit or any participations thereinsuch Person under agreements having provisions similar to this Section 3.1 after consideration of such factors as such Person then reasonably determines to be relevant).

Yield Protection. If (a) The Owner Trustee shall pay ---------------- directly to each holder of a Series A Certificate from time to time promptly after demand therefor such amounts as such holder determines to be necessary to compensate it for any costs which are attributable to its making of the adoptionloan evidenced by, or its maintaining of, any Series A Certificate or the funding arrangements in respect thereof (including, without limitation, any interest rate swap transaction), or any reduction in any amount receivable by such holder hereunder in respect of any thereof resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such holder under this Indenture, its Certificates or any of the other Operative Agreements in respect of any of such Certificates or such funding arrangements (other than taxes imposed on or measured by the overall net income of such holder or of its Lending Office by the jurisdiction in which such holder has its principal office or its Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such holder; or (iii) imposes any other condition affecting this Indenture, its Certificates (or any funding arrangements in respect thereof) or the other Operative Agreements. (b) Without limiting the effect of the foregoing provisions of this Section 2.14 (but without duplication), the Owner Trustee shall pay directly to each holder of a Series A Certificate from time to time promptly after demand therefor such TRUST INDENTURE amounts as such holder determines to be necessary to compensate such holder (or, without duplication, the Agreement Datebank holding company of which such holder is a subsidiary) for any costs which are attributable to the maintenance by such holder (or its Lending Office or such bank holding company), of pursuant to any applicable law or regulation or any governmental interpretation, directive or quasi-governmental rule, regulation, policy, guideline or directive request (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance ) of any Lender (which termcourt or governmental or monetary authority following any Regulatory Change, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender capital in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account ofCertificates, or credit extended bythe funding arrangements in respect thereof (including, without limitation, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable swap transaction) (such compensation to Eurodollar Rate Advances)include, or (iii) imposes any other condition the result of which is to increase the cost without limitation, an amount equal to any Lender reduction of the rate of return on assets or any applicable Lending Installation equity of making, funding or maintaining loans such holder (or letters of credit its Lending Office or participations thereinsuch bank holding company) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans to a level below that which such holder (or letters of credit its Lending Office or participations thereinsuch bank holding company) could have achieved but for such Regulatory Change), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoption, on or after the Agreement Date, of any future law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance of any the Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,with such: (ia) subjects any the Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationthe Lender), or changes the basis of taxation of payments to any the Lender in respect of its Loans any of the Advances or other amounts due it the Lender hereunder, ; or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender or any applicable Lending Installation (other than reserves and assessments the Reserve Requirement, to the extent it is taken into account in determining the interest rate applicable to Eurodollar LIBOR Rate Advances), ; or (iiic) imposes any other condition the result of which is to increase the cost to any the Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) the Advances hereunder or reduces any amount receivable by any the Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)the Advances, or requires any the Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such the Lender, ; or (d) affects the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and the Lender determines that the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make the Advances hereunder or its Commitment; then, within 15 30 days of demand by the Lender (which demand shall be accompanied by a statement setting forth the basis of such Lenderdemand), the Borrower shall pay such the Lender that portion of such reasonable increased expense incurred after the Lender shall have allocated the same fairly and equitably among all customers of any class generally affected thereby (including, in the case of clause (d) above, any reduction in the rate of return on capital to an amount below that which the Lender could have achieved but for such change in regulation after taking into account the Lender's policies as to capital adequacy) or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loansthe Lender's loans hereunder. The Borrower shall not be required to make any such payment for such increased expenses arising ninety (90) days before the date of such request (unless and only to the extent such law, its applicable Commitmentrule, regulation, policy, guideline, directive or interpretation applies retroactively to a period prior to ninety (90) days before the date of such request, in which case, the Facility Letters Borrower shall not be required to make any payment for increased expenses resulting from such retroactive application unless the Lender provides such request within ninety (90) days after the Lender reasonably should have become aware of Credit such rule, regulation, policy, guideline, directive or any participations therein.interpretation). If the Lender shall subsequently recoup costs for which the Lender has heretofore been compensated by the Borrower, the Lender shall remit to the Borrower the amount of such recoupment. The Lender agrees that as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to be affected under Section 2.08(a) through (d), the Lender will give notice thereof to the Borrower and, to the extent so requested by the Borrower and not inconsistent with the Lender's internal policies, the Lender shall use reasonable efforts and take such actions as are reasonably appropriate if as a result thereof the additional moneys which would otherwise be required to be paid to the Lender pursuant to such subsections would be materially reduced, or the illegality or other adverse circumstances which would otherwise require a conversion of such Advances or result in the inability to make such Advances pursuant to such sections would cease to exist, and in each case if, as determined by the

Yield Protection. If the adoptionIf, on or after the Agreement Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Agreement Effective Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer or the Agent to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), Taxes or changes the basis of taxation of payments (other than with respect to Excluded Taxes and Indemnified Taxes) to any Lender or the LC Issuer or the Agent in respect of its Loans Eurodollar Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining loans (its Eurodollar Loans, or letters of credit issuing or participations therein) participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with loans (or letters of credit its Eurodollar Loans, Facility LCs or participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of loans (or letters of credit Eurodollar Loans, Facility LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer or the Agent, as the case may be, of making, converting to, continuing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such LenderLender or the LC Issuer or the Agent, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer or the Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer or the Agent, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to the date that such Lender determines is attributable notifies the Borrower of such Lender’s intention to makingclaim compensation therefore; and provided that, funding if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and maintaining its Loansshall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, its applicable Commitment(i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Facility Letters of Credit Basel Committee on Banking Supervision (or any participations thereinsuccessor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 days after receipt by the Borrower of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation, on promulgation, implementation or after administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the Agreement Dateinterpretation or administration thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in interpretation thereofconnection with ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or the compliance of by Agent or any Lender (which termor applicable Lending Installation) with any request or directive (whether or not having the force of law) of any such authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (ia) subjects Agent and/or any Lender (or any applicable Lending Installation Installation) to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to Agent and/or any Lender in respect of its Loans the Loan or participations therein, including without limitation the principal of or interest on any LIBOR Rate Advance or any other fees or amounts due it hereunderpayable hereunder (other than with respect to Excluded Taxes), or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Agent and/or any Lender (or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesInstallation), or (iiic) imposes any other condition the result of which is to increase the cost to Agent and/or any Lender (or any applicable Lending Installation Installation) of making, funding or maintaining loans the Loan or any LIBOR Rate Advance (or letters of credit any related Loan commitment), or participations therein) or reduces to reduce any amount receivable by Agent and/or any Lender (or any applicable Lending Installation Installation) in connection with loans (or letters of credit the Loan or participations thereintherein (whether of principal, interest or otherwise), or requires Agent and/or any Lender (or any applicable Lending Installation Installation) to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, the Loan by an amount deemed material by Agent and/or such Lender, and the result of any of the foregoing is to increase the cost to Agent and/or such Lender (or applicable Lending Installation) of making or maintaining the Loan or to reduce the return received by Agent and/or such Lender (or applicable Lending Installation), as the case may be, in connection with the Loan, then, Agent may notify Borrower that events or conditions have occurred that may result in increased costs to Agent and/or such Lender or reductions in amounts to be received by Agent and/or such Lender (the “Event Notice”). Once the amount of the increased costs or reductions in amounts to be received is determined, Agent may give Borrower notice thereof (the “Payment Notice”) and, within 15 days of demand the Payment Notice, Borrower shall pay Agent and/or such Lender such additional amount or amounts as will compensate Agent and/or such Lender for such increased cost or reduction in amount received, as reasonably determined by Agent and/or such Lender. Borrower shall not be required to compensate Agent and/or such Lender pursuant to this paragraph for any increased costs or reductions suffered prior to the date that Agent sends Borrower the Event Notice. The Payment Notice shall include a statement from Agent setting forth such amount or amounts as shall be necessary to so compensate Agent and/or such Lender, and shall, in the Borrower shall pay absence of manifest error, be conclusive and binding upon Borrower. Failure on the part of Agent and/or such Lender that portion of such to demand compensation for any increased expense incurred costs, lost income or reduction in an amount amounts received or receivable shall not constitute a waiver of Agent's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable. The protection under this section shall be available to Agent and the Lenders regardless of any possible contention of the invalidity or inapplicability of any law, regulation or directive which such Lender determines is attributable shall give rise to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit any demand by Agent or any participations thereinLender." (d) Section 1.9 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

Yield Protection. If the adoption, on or at any time after the Agreement Closing Date, and from time to time, the Lender determines that due to the adoption or modification of any law applicable law, regarding taxation, the required levels of reserves of the Lender, deposits, insurance or capital (including any governmental allocation of capital requirements or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of lawconditions), or any change, on or after the Agreement Date, in interpretation thereofsimilar requirements, or any interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or compliance of the Lender with any Lender of such requirements, has or would have the effect of (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacitya) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from increasing the Borrower (excluding federal taxation costs of the overall net income Lender relating to the Obligations, (b) reducing the yield or rate of return of the Lender on the Obligations to a level below that which the Lender could have achieved but for the adoption or modification of any Lender or applicable Lending Installation)such requirements, (c) imposing, modifying, or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems holding applicable any reserve, assessmentspecial deposit, insurance charge, special deposit or similar requirement against assets of, deposits with any Letter of Credit or for the account ofobligation to issue Letters of Credit, or credit extended by, any (d) imposing upon the Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition regarding any Letter of Credit or obligation to issue Letters of Credit and the result of which is any such event shall be to increase the cost to any the Lender or any applicable Lending Installation of making, funding issuing or maintaining loans (any Letter of Credit or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation obligation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility issue Letters of Credit or any participations thereinliability with respect to payments by the Lender under Letters of Credit, or to reduce any amount receivable in connection therewith, the Borrowers shall, within 60 Business Days of notification by the Lender (which notification shall be in writing and shall contain information relating to the effects described in clauses (a), (b), (c), or (d) above), pay to the Lender such additional amounts as (in the good faith judgment of the Lender based on reasonable computation) will compensate the Lender for such increase in costs or reduction in yield or rate of return of the Lender; provided, however, such amounts shall be payable by the Borrowers as an increase in the Floating Rate, as determined by the Lender in its sole discretion, commencing on the next monthly payment date (whether of interest or interest and principal) following 60 days after such notification by the Lender. No failure by the Lender to demand immediate payment of any additional amounts payable under this Section shall constitute a waiver of the right of the Lender to demand payment of such amounts at any subsequent time. Nothing contained in this Section shall be construed or so operate as to require the Borrowers to pay any interest, fees, costs or charges greater than permitted by applicable law.

Yield Protection. (a) If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewithLaw, (i) subjects the Agent, any Lender Bank, any LC Issuer or any applicable Lending Installation to any tax, duty, charge charge, withholding levy, imposts, deduction, assessment or withholding fee on or from payments due from the Borrower (excluding federal taxation its loans, loan principal, letters of the overall net income of any Lender or applicable Lending Installation)credit, commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or capital attributable thereto (other amounts due it hereunderthan (A) Taxes, (B) Excluded Taxes, and (C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate including any applicable to Eurodollar Rate Advancesreserve costs imposed by an applicable Governmental Authority), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, any LC Issuer or any applicable Lending Installation of making, continuing, converting into, funding or maintaining loans Credit Extensions (or letters of credit or including any participations therein) in Facility LCs), or reduces any amount receivable by any Lender Bank, any LC Issuer or any applicable Lending Installation in connection with loans Credit Extensions (or letters of credit or including any participations therein), in Facility LCs) or requires any Lender Bank, any LC Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held its Outstanding Credit Exposure or interest received by it, by an amount deemed material by such LenderBank or such LC Issuer, or (iv) affects the amount of capital or liquidity required or expected to be maintained by any Bank, any LC Issuer or any applicable Lending Installation or any corporation controlling any Bank or any LC Issuer and such Bank or such LC Issuer, as applicable, determines the amount of capital or liquidity required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of commitments of this type, then, upon presentation by the Agent, such Bank or such LC Issuer to the Company of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by the Agent, such Bank or such LC Issuer for the period of up to ninety (90) days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate the Agent, such Bank or such LC Issuer, as applicable, in light of such circumstances, the Company shall within 15 thirty (30) days of demand by such Lenderdelivery of such certificate pay to the Agent for its own account or for the account of the Agent, such Bank or such LC Issuer, as applicable, the Borrower specified amounts set forth on such certificate. The Agent, affected Bank or LC Issuer, as applicable, shall pay such Lender that portion deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense incurred expense, which certificate shall be prima facie evidence as to such increase and such amounts. The Agent, an affected Bank or reduction LC Issuer, as applicable, may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, the Agent, any Bank and any LC Issuer may make such reasonable estimates, assumptions, allocations and the like that the Agent, such Bank or such LC Issuer, as applicable, in an amount received good faith determines to be appropriate, and the Agent’s, such Bank’s or such LC Issuer’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank or LC Issuer shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Lender determines is attributable Bank or such LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or such LC Issuer, as applicable, to makingsuch compensation (unless, funding and maintaining its Loansto the extent, its applicable Commitment, that any such compensation so demanded shall relate to the Facility Letters retroactive application of Credit or any participations thereinevent so notified to the Company).

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for the purposes of this Article III, shall be deemed to include each the Issuer in such capacity) therewith, (ia) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding Tax on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), Excluded Taxes) or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans Loans or Facility Letters of Credit (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans Loans or Facility Letters of Credit (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans Loans or Facility Letters of Credit (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, issuing, funding and maintaining its Loans, its applicable Commitment, the Loans and Facility Letters of Credit (or any participations therein) and its Revolving Commitment.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change, on or after the Agreement Date, Change in interpretation thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,Law: (iA) subjects any Lender or Lender, any applicable Lending Installation or any Issuing Bank to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending InstallationIssuing Bank or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender or Issuing Bank in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining loans (its Revolving Loan Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or Lender, any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of loans (its Revolving Loan Commitment, Loans or letters of credit or participations therein) the L/C Interests held or interest received by itit or by reference to the Letters of Credit; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank, by an amount deemed material by such LenderLender or Issuing Bank, of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the applicable Borrower of written demand by such LenderLender or Issuing Bank pursuant to Section 4.5, the applicable Borrower shall pay such Lender or Issuing Bank that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuing Bank determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit and its Revolving Loan Commitment; provided that such Lender or Issuing Bank shall only require such payment from the applicable Borrower to the extent such Lender or Issuing Bank is requiring such payments from other borrowers of comparable creditworthiness as the Company. Failure or delay on the part of any participations thereinLender or Issuing Bank to demand compensation pursuant to this Section 4.1 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided, that the applicable Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any such increased cost or reduction incurred more than 180 days prior to the date that such Lender or Issuing Bank demands, or notifies such Borrower of its intention to demand, compensation therefor, provided further, that, if the Change in Law giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or Applicable Lending Office with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (i) subjects any Lender or any applicable Applicable Lending Installation Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBO Rate Loans, its Canadian Floating Rate Loans or other amounts due it hereunderits Canadian LIBO Rate Loans, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Office, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Applicable Lending Installation Office of making, funding or maintaining loans (its LIBO Rate Loans, its Canadian Floating Rate Loans or letters of credit or participations therein) its Canadian LIBO Rate Loans or reduces any amount receivable by any Lender or any applicable Applicable Lending Installation Office in connection with loans (its LIBO Rate Loans, its Canadian Floating Rate Loans or letters of credit or participations therein)its Canadian LIBO Rate Loans, or requires any Lender or any applicable Applicable Lending Installation Office to make any payment calculated by reference to the amount of loans (LIBO Rate Loans, Canadian Floating Rate Loans or letters of credit or participations therein) Canadian LIBO Rate Loans held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender or Applicable Lending Office of making or maintaining its LIBO Rate Loans, its Canadian Floating Rate Loans or its Canadian LIBO Rate Loans or its commitment to make LIBO Rate Loans, Canadian Floating Rate Loans or Canadian LIBO Rate Loans or to reduce the return received by such Lender or Applicable Lending Office in connection with its LIBO Rate Loans, its Canadian Floating Rate Loans or its Canadian LIBO Rate Loans or commitment to make LIBO Rate Loans, Canadian Floating Rate Loans or Canadian LIBO Rate Loans, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes central bank or comparable agency, including without limitation, the adoption after October 20, 2010, of this Article IIIany rule, shall be deemed to include each Issuer in such capacity) therewith,regulation, policy or directive promulgated under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act: (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderLIBOR Loans, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate AdvancesBorrowings), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) its Fixed Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)its Fixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) Fixed Rate Loans held or interest received by it, by an amount deemed material by such LenderLender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or to reduce the return receivable by such Lender or applicable Lending Installation, as the case may be, in connection with such Fixed Rate Loans, Commitment or participations therein, then, within 15 days ten (10) Business Days after receipt by the Borrower from such Lender of demand by such Lenderthe statement referred to in the next sentence, the Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which receivable. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender determines is attributable to makingunder this Section 3.1, funding which statement shall be conclusive and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinbinding upon all parties hereto absent manifest error.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which termtherewith, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.13(E)), or changes the basis of taxation of payments to any Lender in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, or (iii) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Revolving Loan Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (its Revolving Loan Commitment, Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Revolving Loan Commitment, Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation, on promulgation, implementation or after administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the Agreement Dateinterpretation or administration thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in interpretation thereofconnection with ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Bank or applicable Lending Installation or any Issuing Bank with any request or directive (whether or not having the compliance force of law) of any Lender (which termsuch authority, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith,central bank or comparable agency: (ia) subjects any Lender Bank or any applicable Lending Installation or any Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or any Issuing Bank in respect of its Loans LIBOR Loans, Letters of Credit or other amounts due it hereunderparticipations therein, or (iib) imposes impose or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank or any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)advances under LIBOR Loans, or (iiic) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or any Issuing Bank of making, funding or maintaining loans (its LIBOR Loans or letters of credit issuing or participations therein) participating in Letters of Credit, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or any Issuing Bank in connection with loans (or letters its LIBOR Loans, Letters of credit Credit or participations therein), or requires any Lender Bank or any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of loans (or letters LIBOR Loans, Letters of credit Credit or participations therein) therein held or interest or Letter of Credit Fees received by it, by an amount deemed material by such LenderBank or such Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Bank or applicable Lending Installation or Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Bank or applicable Lending Installation or Issuing Bank, as the case may be, in connection with such LIBOR Loans or Commitment, Letters of Credit or participations therein, then, within 15 30 days of demand by such LenderBank or such Issuing Bank, as the case may be, the Borrower shall pay such Lender that portion of Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank or such Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received (the “Yield Protection Payment”), so long as such amounts have accrued on or after the date on which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit Bank or any participations thereinIssuing Bank first made demand therefor.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange in the interpretation or administration thereof by any governmental or quasi-governmental authority, on central bank or after comparable agency charged with the Agreement Date, in interpretation or administration thereof, or the compliance of by any Lender (which termLender, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation or any Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender, any applicable Lending Installation or any Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans or other amounts due it hereunderLetters of Credit or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining loans (its Eurodollar Loans or letters of credit issuing or participations therein) participating in Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuer in connection with loans (its Eurodollar Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of loans (Eurodollar Loans or letters Letters of credit or participations therein) Credit held or interest received by it, by an amount deemed material by such Lender or such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or such Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days of demand by such LenderLender or such Issuer, the Borrower shall pay such Lender that portion of or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinreceived.

Yield Protection. If the adoptionIf, on or after the Agreement Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any changechange therein, on or after any change in the Agreement Date, in interpretation or administration thereof, or the compliance of any the Lender (which termtherewith, for purposes or Regulation D of this Article III, shall be deemed to include each Issuer in such capacity) therewiththe Board of Governors of the Federal Reserve System, (ia) subjects any the Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationthe Lender), or changes the basis of taxation of payments to any the Lender in respect of its Loans or other amounts due it hereunder, or (iib) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesLibor Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any the Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) advances or reduces any amount receivable by any the Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein)advances, or requires any the Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) advances held or interest received by it, by an amount deemed material by such the Lender, or (d) affects the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and the Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this type, then, within 15 days three (3) Business Days of demand by such the Lender, the Borrower shall agrees to pay such the Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account the Lender’s policies as to capital adequacy) or reduction in an amount received which such the Lender determines is attributable to making, funding and maintaining its the Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Loans Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Commitment, Loans, L/C Interests, Loans or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (its Commitment, Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.reference

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower Company (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrowers), or changes the basis of taxation of payments to any Lender in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Revolving Loan Commitment, the Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (its Revolving Loan Commitment, Loans or letters of credit or participations therein) the L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests or Letters of Credit, or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company of written demand by such LenderLender pursuant to Section 4.5, the Borrower Company shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or and its Revolving Loan Commitment; provided, however, that the Company shall not be required to pay any participations thereinadditional amounts pursuant to this Section 4.1 incurred more than ninety (90) days prior to the date of the relevant Lender's demand therefor.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental quasi‑governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.14(e)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances)Loans) with respect to its Commitment or Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Commitment or letters of credit or participations therein) the Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (its Commitment or letters of credit or participations therein)Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Commitment or letters of credit or participations therein) held Loans or interest received by it, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment or Loans or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, Loans and its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If (a) The Owner Trustee shall pay ---------------- directly to each holder of a Series A Certificate from time to time promptly after demand therefor such amounts as such holder determines to be necessary to compensate it for any costs which are attributable to its making of the adoptionloan evidenced by, or its maintaining of, any Series A Certificate or the funding arrangements in respect thereof (including, without limitation, any interest rate swap transaction), or any reduction in any amount receivable by such holder hereunder in respect of any thereof resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such holder under this Indenture, its Certificates or any of the other Operative Agreements in respect of any of such Certificates or such funding arrangements (other than taxes imposed on or measured by the overall net income of such holder or of its Lending Office by the jurisdiction in which such holder has its principal office or its Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such holder; or (iii) imposes any other condition affecting this Indenture, its Certificates (or any funding arrangements in respect thereof) or the other Operative Agreements. (b) Without limiting the effect of the foregoing provisions of this Section 2.14 (but without duplication), the Owner Trustee shall pay directly to each holder of a Series A Certificate from time to time promptly after demand therefor such TRUST INDENTURE amounts as such holder determines to be necessary to compensate such holder (or, without duplication, the Agreement Date, bank holding company of which such holder is a subsidiary) for any costs which are attributable to the maintenance by such holder (or its Lending Office or such bank holding company); pursuant to any applicable law or regulation or any governmental interpretation, directive or quasi-governmental rule, regulation, policy, guideline or directive request (whether or not having the force of law)) of any court or governmental or monetary authority following any Regulatory Change, or any change, on or after the Agreement Date, of capital in interpretation thereofrespect of its Certificates, or the compliance funding arrangements in respect thereof (including, without limitation, any interest rate swap transaction) (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such holder (or its Lending Office or such bank holding company) to a level below that which such holder (or its Lending Office or such bank holding company) could have achieved but for such Regulatory Change). (c) Each holder of a Series A Certificate will notify the Owner Trustee of any Lender event occurring after the date of this Indenture that will entitle such holder to compensation under paragraph (which terma) or (b) of this Section 2.14 as promptly as practicable, but in any event within 45 days, after such holder obtains actual knowledge thereof; provided, however, that if any such -------- ------- holder fails to give such notice within 45 days after it obtains actual knowledge of such an event, such holder shall, with respect to compensation payable pursuant to this Section 2.14 in respect of any costs resulting from such event, only be entitled to payment under this Section 2.14 for costs incurred from and after the date 45 days prior to the date that such holder does give such notice; and provided, further, that each holder will designate a -------- ------- different Lending Office for the Loan Certificates of such holder affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such holder, be disadvantageous to such holder. Each holder will furnish to the Owner Trustee a certificate setting forth the basis and amount of each request by such holder for compensation under paragraph (a) or (b) for purposes of this Article IIISection 2.14. Determinations and allocations by any holder for purposes of this Section 2.14 of the effect of any Regulatory Change pursuant to Section 2.14(a) hereof, or of the effect of capital maintained pursuant to Section 2.14(b) hereof, and of the amounts required to compensate such holder under this Section 2.14, shall be deemed to include each Issuer in conclusive, provided that such capacity) therewith, determinations and allocations are made on a reasonable basis. TRUST INDENTURE 44 SECTION 2.15. (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending InstallationIntentionally omitted.), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. If (a) The Company shall pay directly to the adoptionBank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate it for any costs which the Bank determines are attributable to its making or maintaining any Credit or its obligation to make any Credit hereunder, or any reduction in any amount receivable by the Bank hereunder in respect of any such Credit or obligation, resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any such Credit (other than taxes imposed on or after measured by the overall net income of the Bank or its Applicable Credit Office for any of such Credits by the jurisdiction in which such Applicable Credit Office is located); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Bank, or any Commitment of the Bank available for the Company; or (iii) imposes any other condition affecting this Agreement Dateor the Note of the Bank (or any of such extensions of credit or liabilities) or any Commitment of the Bank available for the Company. (b) Without limiting the effect of the foregoing provisions of this Section 5 (but without duplication), of the Company shall pay to the Bank from time to time on request such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by the Bank (or any Applicable Credit Office), pursuant to any law or regulation or any governmental interpretation, directive or quasi-governmental rule, regulation, policy, guideline or directive request (whether or not having the force of law) of any court or governmental or monetary authority following any Regulatory Change, or pursuant to any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority, including any implementation at the Federal level of the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, ▇▇▇▇▇▇▇▇ ▇) ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇-▇ased Capital Guidelines of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), of capital in respect of any Commitment of the Bank available for the Company, any Credit issued for account of the Company or any changeparticipation in any Credit issued for account of the Company (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of the Bank (or any Applicable Credit Office) to a level below that which the Bank (or any Applicable Credit Office) could have achieved but for such law, regulation, interpretation, directive or request). (c) The Bank will notify the Company of any event occurring after the date of this Agreement Datethat will entitle the Bank to compensation under paragraph (a) or (b) of this Section 5 as promptly as practicable, but in interpretation any event within 45 days, after the Bank obtains actual knowledge thereof; provided, or however, that if the compliance Bank fails to give such notice within 45 days after it obtains actual knowledge of such an event, the Bank shall, with respect to compensation payable pursuant to this Section 5 in respect of any Lender costs resulting from such event, only be entitled to payment under this Section 5 for costs incurred from and after the date 45 days prior to the date that the Bank does give such notice. The Bank will furnish to the Company a certificate setting forth the basis and amount of each request by the Bank for compensation under paragraph (which term, a) or (b) of this Section 5. Determinations and allocations by the Bank for purposes of this Article IIISection 5 of the effect of any Regulatory Change pursuant to this Section 5, or of the effect of capital maintained pursuant to the preceding paragraph, on its costs or rate of return of maintaining Credits or its obligation to make Credits, or on amounts receivable by it in respect of Credits, and of the amounts required to compensate the Bank under this Section 5, shall be deemed to include each Issuer in conclusive, provided that such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding determinations and allocations are made on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereina reasonable basis.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), ) adopted after the date of this Agreement or any change, on interpretation or after application thereof by any Governmental Authority charged with the Agreement Date, in interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installationtaxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Loans Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans (its Revolving Loan Commitment, Loans, the L/C Interests or letters the Letters of credit or participations therein) Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with loans (its Revolving Loan Commitment, Loans or letters Letters of credit or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of loans (Revolving Loan Commitment, Loans or letters of credit or participations therein) L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to SECTION 4.5, the Borrower applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable CommitmentL/C Interests, the Facility Letters of Credit or any participations thereinand its Revolving Loan Commitment.

Yield Protection. (a) If the adoption(i) any law, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulationregulation or guideline, policy, guideline or directive (whether or not having the force of law (including but not limited to any United States or foreign law), rule, regulation or guideline) or the enforcement, interpretation or administration thereof by any court or any changeadministrative or governmental authority, on central bank or comparable agency charged with the interpretation or administration thereof shall at any time after the Agreement Date, in interpretation thereof, or the compliance of any Lender (which term, for purposes date of this Article IIIAgreement (A) impose, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender modify or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, or (ii) imposes or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, pursuant to Regulation D of the Board of Governors of the Federal Reserve System) against credits or commitments to extend credit extended by, or participations therein by, or assets (funded or contingent) of, deposits with or for the account of, or credit extended other acquisitions of funds by, any Lender Bank or any applicable Participant (or any Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate AdvancesOffice thereof), or or (iiiB) imposes subject credits or commitments to extend credit extended by any Bank or any Participant (or any Lending Office thereof) to any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto, or (C) impose on any Bank or any Participant (or any Lending Office thereof) any other or similar condition regarding this Agreement, the commitments or obligations of any Bank or any Participant (or any Lending Office thereof) hereunder or the participation of such Participant (or any Lending Office thereof) therein, or (ii) under any law, rule, regulation or guideline, whether or not having the force of law (including but not limited to any United States or foreign law, rule, regulation or guideline) or the enforcement, interpretation or administration thereof by any court or any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof presently or at any time hereafter in effect, the obligations of any Bank or any Participant hereunder shall be treated as a letter of credit or similar obligation for purposes of (A) any applicable reserve, special deposit or similar requirement (including, without limitation, pursuant to Regulation D of the Board of Governors of the Federal Reserve System) or (B) any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto, or (C) any other or similar condition regarding this Agreement, the commitments or obligations of any Bank (or any Lending Office thereof) hereunder or the participation of such Participant (or any Lending Office thereof) therein, and the result of which is any event referred to in clause (i) or (ii) above shall be to increase the cost to any Lender such Bank or any applicable such Participant (or such Lending Installation Office thereof) of making, funding or maintaining loans (or letters agreeing to make, fund or maintain) its Loans or its commitments or obligations hereunder or its participation therein by an amount which such Bank or such Participant shall in its reasonable judgment deem to be material (which increase in cost shall be the result of credit the reasonable allocation by such Bank or participations thereinsuch Participant, as the case may be, of the aggregate of such cost increases resulting from such events), then, MBIA shall pay to the Administrative Agent (for the account of such Bank or such Participant, as the case may be) from time to time as specified by such Bank (which shall be at least 30 days after the related notice from such Bank or reduces such Participant given pursuant to Section 3.4(c)) additional amounts which shall be sufficient to compensate such Bank or Participant, as the case may be, for such increased cost, together with interest on each such amount from the date payment is due until the date of payment in full thereof at the rate set forth in Section 3.6(g); provided that no Bank or Participant shall be entitled under this Section 3.4(a) to compensation for any amount receivable by increased costs incurred earlier than one year prior to the date of notice thereof to MBIA or, in the case of compensation relating to a reserve, special deposit or similar requirement pursuant to clause (i)(A) of this Section 3.4(a), earlier than the date of notice thereof to MBIA. (b) If any Lender Bank or any applicable Lending Installation Participant shall have determined in connection with loans its reasonable judgment that the adoption after the date hereof of any law, rule, regulation or guideline (whether or letters not having the force of credit law) regarding capital adequacy (including but not limited to any United States or participations thereinforeign law, rule, regulation or guideline), or requires any Lender change in any applicable law, rule, regulation or guideline, as the case may be, or any applicable Lending Installation to make change in the enforcement or interpretation or administration thereof by any payment calculated court or any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by reference to the amount of loans any Bank or any Participant (or letters any Lending Office thereof) with any request or directive regarding capital adequacy (whether or not having the force of credit law) of any such authority, central bank or participations thereincomparable agency, has or would have the effect of reducing the rate of return on capital of such Bank or such Participant or of its bank holding company, if any, as a consequence of the obligations of such Bank hereunder or under the participation of such Participant therein to a level below that which such Bank, such Participant or such bank holding company could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Bank or such Participant, as the case may be, and of its bank holding company, if any, with respect to capital adequacy) held or interest received by it, by an amount deemed material by such LenderBank or such Participant to be material, thenthen MBIA shall pay to the Administrative Agent (for the account of such Bank or such Participant, within 15 as the case may be) from time to time as specified by such Bank (which shall be at least 30 days after the related notice from such Bank or such Participant given pursuant to Section 3.4(c)) such additional amount or amounts as will compensate such Bank, Participant or bank holding company, as the case may be, for such reduction, together with interest on each such amount from the date payment is due until the date of payment in full thereof at the rate set forth in Section 3.6(g); provided that no Bank or Participant shall be entitled under this Section 3.4(b) to compensation for any such reduction that is incurred earlier than one year prior to the date of notice thereof to MBIA. (c) Each demand by such Lender, the Borrower any Bank or any Participant for compensation pursuant to Section 3.4(a) or 3.4(b) shall pay such Lender that portion be accompanied by a certificate of such increased Bank or such Participant (submitted through the Administrative Agent), as the case may be, in reasonable detail setting forth the computation of such compensation (including the reason therefor), which certificate shall be conclusive, absent manifest error. In determining such amount, such Bank or such Participant may use any reasonable averaging and attribution methods. A copy of any such demand shall be sent to the Administrative Agent concurrently when given to MBIA. The provisions of this Section 3.4 shall survive termination of this Agreement for a period of one year. (d) If any Participant makes a demand for compensation pursuant to Section 3.4(a) or 3.4(b), in amounts which are materially in excess of the compensation payable to the Bank which has granted a participation to such Participant, such Bank shall, at the written request and at the expense incurred of MBIA, use reasonable efforts to replace such Participant with a Participant reasonably acceptable to such Bank which would not impose such an excess claim for such compensation; provided, that nothing contained in this paragraph shall be deemed to require any Bank to terminate any participation agreement which is not terminable by such Bank at will without the payment of any compensation or reduction in an amount received which penalties or to repurchase the interest of any Participant or to terminate any such Lender determines participation agreement unless a replacement Participant is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations thereinlocated.